Braemar Hotels & Resorts director Bob Ghassemieh resigns after board finds him in breach of cooperation agreement

Braemar Hotels & Resorts Inc.

Board unanimously voted on Feb 20, 2026 that Ghassemieh breached the cooperation agreement, activating his August 2025 resignation letter.
Ghassemieh denies breaches, claiming retaliation and citing governance concerns over conflicts with Ashford affiliates and a $480M termination fee.
Ghassemieh's Feb 23, 2026 letter (Exhibit 99.1) also resigns, stating he cannot serve under current circumstances.
Company provided Ghassemieh an opportunity to respond; any reply will be filed as an amendment.
Ghassemieh was the sole independent director with a significant investment; no committee service at resignation.

item 5.02item 9.01

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